BANC OF CALIFORNIA, INC. appointed new CEO

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.


Board of Directors


As previously disclosed on Banc of California's Current Report on Form 8-K filed on October 27, 2023, at the Effective Time and in accordance with the terms of the Merger Agreement, (i) the following three (3) former directors of PacWest were appointed to serve as directors on the Banc of California Board, effective as of the Effective Time: John M. Eggemeyer, III, Paul R. Burke and Susan E. Lester (the "PacWest Directors"), and (ii) Todd Schell, designated by the Warburg Investors, was appointed to serve as a director of Banc of California, pursuant to the Warburg Investment Agreement (such director, collectively with the PacWest Directors, the "New Directors"). Other than the Merger Agreement and, in the case of Todd Schell, the Warburg Investment Agreement, there are no arrangements between the New Directors and any other person pursuant to which the New Directors were selected as directors. There are no transactions in which any New Director has an interest requiring disclosure under Item 404(a) of Regulation S-K. The New Directors join the following eight (8) directors of Banc of California who will continue their service as directors of Banc of California: Jared M. Wolff, James A. "Conan" Barker, Mary A. Curran, Shannon F. Eusey, Richard J. Lashley, Joseph J. Rice, Vania E. Schlogel and Andrew Thau. Pursuant to the Merger Agreement, effective as of the Bank Merger effective time, each of the members of the Banc of California Board were appointed to the board of directors of the Surviving Bank (the "Surviving Bank Board") and Mr. Wolff was appointed as Chairman of the Surviving Bank Board.


In connection with the completion of the transactions contemplated by the Merger Agreement, Bonnie G. Hill, Denis P. Kalscheur, Jonah F. Schnel and Robert D. Sznewajs (the "Retiring Directors") retired from the Banc of California Board effective as of the Effective Time. Such decisions were not the result, in whole or in part, of any disagreement with Banc of California or its management.


Board Committee Assignments


The New Directors will serve on the following joint committees of the Banc of California Board and the Surviving Bank Board, effective as December 1, 2023: John M. Eggemeyer, III will serve on the Joint Asset/Liability Management ("ALCO") Committee and the Joint Compensation, Nominating and Corporate Governance ("CNG") Committee; Paul R. Burke will serve on the Joint ALCO Committee and the Joint CNG Committee; Susan E. Lester will serve on the Joint Risk Committee and the Joint Audit Committee and will serve as Chair of the Joint Audit Committee; and Todd Schell will serve on the Joint ALCO Committee and the Joint Audit Committee.


Biographical Information


Biographical information related to the PacWest Directors can be found in the definitive proxy statement on Schedule 14A filed by PacWest with the SEC on March 23, 2023.


Todd Schell currently serves as Principal at Warburg Pincus LLC on the Financial Services team, focusing on banking and specialty finance. He chairs the firm's U.S. Fintech effort and serves on the boards of IntraFi, Facet Wealth and PayJoy. Prior to joining Warburg Pincus LLC, Mr. Schell covered financial institutions in the Investment Banking division at Barclays Capital. Mr. Schell received an MBA from Harvard Business School and a BA from Amherst College.


Chairman of the Board


At the Effective Time, pursuant to the terms of the Merger Agreement, John M. Eggemeyer, III was appointed as the Chairman of the Banc of California Board. At the Effective Time, Jared M. Wolff, the Chairman, President and Chief Executive Officer of Banc of California, ceased serving as Chairman of the Banc of California Board. Mr. Wolff will continue to serve as a director and Vice Chairman of the Banc of California Board and has been appointed Chairman of the Surviving Bank Board.


Chief Accounting Officer


Monica Sparks, age 44, was appointed as Executive Vice President and Chief Accounting Officer on and effective as of December 1, 2023. Most recently, Ms. Sparks served as Executive Vice President, Chief Accounting Officer of PacWest and PacWest Bank since 2020 to Closing. Prior to her time at PacWest, Ms. Sparks served as senior vice president, chief accounting officer of American Business Bank from 2018 to 2020. She is a certified public accountant in California and member of the American Institute of Certified Public Accountants.


As of December 1, 2023, Raymond Rindone, Executive Vice President, Chief Accounting Officer and Deputy Chief Financial Officer, will step down from his role as Chief Accounting Officer and continue to serve as the Deputy Chief Financial Officer of Banc of California.


Ms. Sparks has no arrangement or understanding between her and any other person required to be disclosed pursuant to Item 404(a) of Regulation S-K and has no family relationships required to be disclosed pursuant to Item 401(d) of Regulation S-K.


Amended and Restated Banc of California, Inc. 2018 Omnibus Stock Incentive Plan


At the Effective Time, Banc of California adopted the Amended and Restated Banc of California, Inc. 2018 Omnibus Stock Incentive Plan (the "A&R 2018 Plan") pursuant to which Banc of California will be able to make grants of equity-based awards to employees, officers, directors and consultants of Banc of California and its subsidiaries, including the Surviving Bank, pursuant to an increased share pool of 6,300,000 common shares plus the number of shares available for new awards under the 2018 Omnibus Stock Incentive Plan. The foregoing description of the A&R 2018 Plan is not purported to be complete and are qualified in its entirety by reference to the full text of the A&R 2018 Plan, which is filed as Exhibit 10.4 to this Current Report on Form 8-K and incorporated by reference herein.